Tomodachi X-FactoryTerms & Conditions
1. Introduction.
These terms and conditions shall apply to services provided by Tomodachi Associates Ltd and/or unless otherwise stated in writing and whether instructions to proceed with the services are given in writing. The term “the Employer” used throughout these terms and conditions shall mean the individual or entity which has engaged the services of Tomodachi Associates Ltd.
2. Tomodachi Associates Ltd Obligations
Tomodachi Associates Ltd shall provide the services with reasonable skill, care and diligence.
3. Employer’s Obligations
The Employer shall ensure that there shall be made available to Tomodachi Associates Ltd such information and assistance as is required by Tomodachi Associates Ltd from the other parties involved with the project to enable Tomodachi Associates Ltd to perform the services in an efficient and economical manner.
4. Assignment
Neither Party shall assign the whole or any part of this Agreement without the consent of the other in writing. Such consent shall not be unreasonably withheld.
5. Services and Fees and Payment
5.1 Services to be carried out by Tomodachi Associates Ltd shall be as described in correspondence passing between Tomodachi Associates Ltd and the Employer.
5.2 All fees an/or commissions quoted or otherwise payable are exclusive of Value Added Tax which will be added in accordance with the current legislation.
5.3 The fee and/or commissions payable to Tomodachi Associates Ltd shall be the amount and/or an agreed commission stated in correspondence passing between Tomodachi Associates Ltd and the Employer.
5.4 The fee shall become payable to Tomodachi Associates Ltd in equal monthly installments and commissions per month based on the agreement between the Employer and Tomodachi Associates Ltd.
5.5 If Tomodachi Associates Ltd is requested by the Employer to carry out additional services, the fee payable to Tomodachi Associates Ltd for such additional services shall be calculated on a time charge basis OR pro rata the agreed fee AND/OR on an agreed additional commission; whichever is the most appropriate.
5.6 All accounts are due to be paid upon receipt of the account.
5.7 Any account or part thereof which remains unpaid in excess of 28 days after the date of the account shall carry interest at the rate equal to 4% per annum above Barclays Bank Plc base rate applicable at the account date to the date of payment on the amounts outstanding.
6. Copyright
The copyright of documents, designs, artwork prepared by Tomodachi Associates Ltd and/or one or more of Tomodachi’s associates is reserved to Tomodachi Associates Ltd but the Employer shall have a royalty free non-exclusive license to use such documents for an agreed period and the purpose for which they were prepared providing all fees properly due have been paid.
7. Tomodachi’s associates.
7.1 The associates, working under Tomodachi’s brand as an associate, are independent persons and/or entities, working for their own risk. Therefore Tomodachi Associates Ltd can not be held responsible for the quality of the work and/or advice they provide to the Employer, unless approved in writing by the director of Tomodachi Associates Ltd. Communication, information, opinions by word and/or in writing, provided by one or more of Tomodachi’s associates are not necessarily those of Tomodachi Associates Ltd, unless with the approval of the director of Tomodachi Associates Ltd, in writing. Where the subject of communication and/or information provided by one or more of Tomodachi’s associates relates to services provided by Tomodachi Associates Ltd, the written agreement between the (potential) Employer and Tomodachi Associates Ltd, signed by the (potential) Employer and the director of Tomodachi Associates Ltd will apply.
7.2 Tomodachi Associates Ltd offer business and marketing support to Employers, within or outside the Employers home market. Tomodachi Associates Ltd will not sign any agreement for or on behalf of such Employers. Therefore Tomodachi Associates Ltd can not be held responsible for the working relationship or any – financial - matter between such Employers and any partners or clients introduced by Tomodachi Associates Ltd to such Employers.
8. Suspension and Termination
8.1 If the Employer sells, suspends or abandons the project to which the services relate after engaging Tomodachi Associates Ltd, Tomodachi’s appointment may be suspended or terminated as the case may be on the expiry of not less than 28 days’ prior written notice. Upon such suspension or termination Tomodachi Associates Ltd will be entitled to a payment in respect of the services that have been rendered up to the time that the said notice expires. In addition to the above payment Tomodachi Associate Ltd will be entitled to be reimbursed for all expenses and disbursements incurred or to be incurred or obligations entered into or to be entered in connection with the performance of the services and to a further payment representing loss of profit to Tomodachi Associates Ltd if the services had been fully performed.
8.2 Tomodachi Associates Ltd shall be entitled to terminate it’s obligations to perform the services by giving written notice to the Employer in the event of default by the Employer in respect of its obligations hereunder. If the appointment of Tomodachi Associates Ltd is terminated pursuant to this condition Tomodachi Associates Ltd shall be entitled to a payment from the Employer calculated on the basis set out in Clause 8.1 of these conditions.
8.3 Termination shall be without prejudice to the Rights and Remedies of the parties.
9. Complaints
In the event that the Employer has a complaint in respect of the performance of the services provided by Tomodachi Associates Ltd under any agreement to which these terms and conditions relate, without prejudice to any other remedy available under these terms and conditions, he shall be entitled to have access to the complaints handling procedure maintained by Tomodachi Associates Ltd, written copies of which should be available on request from Tomodachi Associates Ltd.
10. Disputes
10.1 If a dispute arises out of any appointment to which these terms and conditions relate, the Employer and Tomodachi Associates Ltd shall attempt to agree a settlement in good faith.
10.2 If the dispute is not thus resolved either the Employer or Tomodachi Associates Ltd may at any time give notice to the other in writing that he wishes to refer the dispute to an adjudicator, provided the contract is in writing and/or is not with a residential occupier. The person who is to act as the adjudicator shall be agreed between the Employer and Tomodachi Associates Ltd within 2 days of such notice having been given or, failing agreement, be a person appointed by the solicitor, appointed by Tomodachi Associates Ltd within 5 days of such notice having been given. The referring party shall refer the dispute in writing to the adjudicator within 7 days of such notice having been given.
11. Liability
11.1 All Tomodachi services are provided for and on behalf of Tomodachi Associates Ltd. No liability is accepted by Tomodachi Associates Ltd for services provided for and on behalf of Tomodachi Associates Ltd by independent Tomodachi associates working under the Tomodachi brand, based on a brand license agreement between Tomodachi Associates Ltd and the Tomodachi associates or services provided by independent Tomodachi project partners. Tomodachi Associates Ltd accepts no liability for services and advices provided by law firms Tomodachi Associates Ltd involves for and on behalf of clients.
11.2 The liability of Tomodachi Associates Ltd shall be limited to such sum as it would be just, but in any case no more than an amount equivalent to 3 months consulting fee as agreed between the Employer and Tomodachi Associates Ltd, providing that these fees have already been paid by the Employer directly to Tomodachi Associates Ltd.
11.3 No action or proceedings for any breach of these terms and conditions shall be commenced by either party after the expiry of the period of limitation of 6 years of completion of the service, such completion to be defined by Tomodachi Associates Ltd.
12. English Law
The terms of the agreement between Tomodachi Associates Ltd and the Employer shall be governed by English Law.